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EXHIBIT 10(a)




TENTH AMENDMENT TO THE AARP HEALTH INSURANCE AGREEMENT




     This Tenth Amendment to the AARP Health Insurance Agreement (“Tenth
Amendment” or “Amendment”), effective as of January 1, 2004 (the “Effective
Date”), is made by and between AARP Services, Inc., a Delaware corporation
(“ASI”) and United HealthCare Insurance Company, a Connecticut corporation
(“United”). The parties hereto shall collectively be referred to as the
“Parties”.



RECITALS




     WHEREAS, AARP, the Trustees of the AARP Insurance Plan (“Trustees”), and
United are parties to a certain AARP Health Insurance Agreement dated as of
February 26, 1997 (the “Original Agreement”).



     WHEREAS, by subsequent amendment and assignment on December 28, 1999,
AARP, AARP Trust and United agreed to the assignment to and assumption by ASI
of certain rights and obligations (the “Third Amendment”).



     WHEREAS, various other amendments have been made to the Original Agreement
(collectively, the “Agreement”).



     WHEREAS, the Fifth Amendment to the Agreement, effective January 1, 2002,
memorialized the provision of AARP HealthLine Services to members on a pilot
basis through December 31, 2003.



     WHEREAS, the Parties have completed the AARP HealthLine Services
performance evaluation and have agreed to continue the provision of these
services to members with modifications to the Agreement as set forth below.



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     NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the Parties herein contained and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:




	 	1.	 	Subsection 6.11.3 of the Agreement is amended by deleting this
subsection in its entirety and replacing it with the following:





6.11.3. Utilization. The projected annual utilization rate of
the AARP HealthLine Services is *** of the total number of SHIP
Medicare Supplement Insureds. In the event that the actual
utilization rate in a calendar year is below ***, United’s
compensation shall be reduced by *** per active SHIP Medicare
Supplement Insured per month for that year.




	 	2.	 	Article 6 of the Agreement is amended by the addition of the
following subsection 6.11.5:





6.11.5. Compensation to United After Year Two. After Year Two
(beginning January 1, 2004), United shall be paid *** for each
active SHIP Medicare Supplement Insured per month. If, at the end
of the calendar year, the AARP HealthLine Claim Savings total ***
or more for that year, United shall be paid an additional
*** for each active SHIP Medicare Supplement Insured per month
for that year. If, at the end of the calendar year, the AARP
HealthLine Claim Savings total *** or more but less than ***
for that year, United shall be paid an additional ***
for each active SHIP Medicare Supplement Insured per




	***	 	Represents text deleted pursuant to a confidentiality treatment request
filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended.




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month for that year. United’s compensation under this subsection
shall be treated as a Pass-Through Expense. Refer to Exhibit
6.11.5 for a table that displays United’s compensation under this
subsection.




	 	3.	 	Subsection 10.1.1 of the Agreement is amended by deleting
this subsection in its entirety and replacing it with the following:





10.1.1. The provisions of the Fifth Amendment shall become
effective on January 1, 2002. The provisions of the Fifth
Amendment, as modified by the Tenth Amendment, shall remain in
effect until December 31, 2007; provided, however, that the
compensation set forth in subsection 6.11.5 is subject to
renegotiation for calendar years 2006 and 2007.




	 	4.	 	Article 10 of the Agreement is amended by deleting all
references to the “Fifth Amendment” and replacing them with “Fifth
Amendment and Tenth Amendment.”
	 
	 	5.	 	Exhibit 2.127 is deleted in its entirety and a new Exhibit
2.127 (effective as of January 1, 2004), which is attached hereto
and incorporated herein by reference, is substituted.
	 
	 	6.	 	Exhibit 3.3.2(i) is amended by deleting the caption “Exhibit
3.3.2(i)” and replacing it with the caption “Exhibit 3.2.2(i).”




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	 	7.	 	Exhibit 3.2.2(i)(1) is deleted in its entirety and a new
Exhibit 3.2.2(i)(1) (effective as of January 1, 2004), which is
attached hereto and incorporated herein by reference, is
substituted.
	 
	 	8.	 	The Agreement is amended by the addition of Exhibit 6.11.5,
which is attached hereto and incorporated herein by reference.
	 
	 	9.	 	Subsection 3.2.2, paragraph (i) (6) of the Agreement shall be
amended by adding the following: United shall provide ASI with a
quarterly reconciliation of the expenses paid for promotional
materials developed and produced as a result of the *** payment per
month for each active SHIP Medicare Supplement Insured. Such
reconciliation shall include a budget versus actual and will include
information on result of the promotional efforts.
	 
	 	10.	 	Except as amended hereby, all other terms and conditions of
the Agreement shall remain in full force and effect. This Amendment
may be executed in two counterparts, each of which need not contain
the signature of more than one Party. Both counterparts taken
together will constitute one and the same Amendment.




     IN WITNESS WHEREOF, the Parties have executed this Tenth Amendment as of
the date and year below written.




	***	 	Represents text deleted pursuant to a confidentiality treatment request
filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended.




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	AARP Services, Inc.	 	United HealthCare Insurance Company
	 
	 	 	 	 	 	 
	By:

	 	/s/ Dawn Sweeney	 	By:	 	/s/ Jimmie Pogue
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	Print Name:

	 	Dawn Sweeney	 	Print Name:	 	Jimmie Pogue
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	Print Title:

	 	President	 	Print Title:	 	President Ovations Insurance
Solutions
	

	 	
 
	 	 	 	
 
	 
	 	 	 	 	 	 
	Date:

	 	6/3/03	 	Date:	 	5/19/04
	

	 	
 
	 	 	 	
 







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EXHIBIT 2.127




Optum Confidential and Proprietary Information




Optum Return on Investment (ROI) Estimation Model

for AARP HealthLine Services



The ROI model was designed as a configurable spreadsheet-based estimation tool.
The model applies the standardized methods and elements across Optum’s
product/markets for quantifying ROI. In developing the model, special efforts
were made to ensure that the assumptions and methods used in estimating ROI
have a substantial empirical basis (i.e., are backed up by empirical research).
In addition, comparison of the client to their “same market” normative ROI is
a key feature supported by the model.


Care-path methodology


Health care claims costs savings are calculated from Optum’s proprietary
Care-path methodology. This methodology and the major value components that
comprise AARP economic value are described below.


***


***


Validation and Modification. This model was initially reviewed and validated
by consultants from Watson Wyatt and Mercer. They have stated that the Optum
model is industry leading. As a matter of policy, Optum routinely reviews the
model and modifies it based on current information, and Optum continues to have
the model and its changes reviewed by consultants annually.


In addition to comments and suggestions from consultant reviews, Optum
continues to do primary research on improvements for the model and incorporates
suggestions from clients. Optum will continue to improve and adapt the ROI
methodology to the latest
developments in the health care and research fields and have it validated by
both consultants and clients such as AARP.




	***	 	Represents text deleted pursuant to a confidentiality treatment request
filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended.




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EXHIBIT 3.2.2(i)(1)




QUALITY ASSURANCE PROGRAM

PERFORMANCE STANDARDS AND MEASUREMENTS



In performing United’s obligations relating to AARP HealthLine Services, United
shall meet or exceed the following standards:



	 	 	 	 	 	 	 
	Customer Service

	 	Standard
	 	Measurement
	 	Penalty
	
 

	 	
 
	 	
 
	 	
 
	 
	 	 	 	 	 	 
	Average speed of answer

	 	30 seconds or less
	 	Call Center System
	 	See Below
	Abandonment rate

	 	5% or less
	 	Call Center System
	 	See Below
	 
	 	 	 	 	 	 
	Complaint Resolution
	 	 	 	 	 	 
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Member Complaints —
	 	 	 	 	 	 
	Percent resolved within

	 	 	 	Complaint Resolution	 	 
	10 business days

	 	Greater than 90%
	 	Database
	 	See Below
	 
	 	 	 	 	 	 
	Satisfaction
	 	 	 	 	 	 
	
 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Percent satisfied
	 	 	 	 	 	 
	Measured quarterly

	 	At least 95%
	 	Member Survey
	 	See Below






Penalties for non-compliance with performance standards will be assessed as
follows:



	 	 	 	 	 
	Topic

	 	Annual Standard
	 	Annual Penalty
	
 

	 	
 
	 	
 
	 
	 	 	 	 
	Average Speed of Answer

	 	30 Seconds or Less
	 	***
	 
	 	 	 	 
	Abandonment Rate

	 	5% or Less
	 	***
	 
	 	 	 	 
	Complaint Resolution

	 	Greater than 90% resolved

within 10 business days
	 	***
	 
	 	 	 	 
	Satisfaction

	 	95% or greater
	 	***








	 	•	 	Performance statistics shall be measured and reported monthly;
penalties shall be assessed on an annual (calendar year) basis;
	 
	 	•	 	No penalty shall be assessed if the cause of the failure to meet a
performance standard is due to an unusual utilization spike. An
“unusual utilization spike” is a monthly increase in call volume of
greater than *** compared to the average of
the previous three (3) months that is the result of an event beyond the
control of United or Optum. To determine this, United shall conduct an
analysis and provide its analysis and conclusions to ASI. If ASI agrees
with United’s conclusions, the penalty in question shall be waived.





	***	 	Represents text deleted pursuant to a confidentiality treatment request
filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended.




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EXHIBIT 6.11.5




Compensation to United Under Subsection 6.11.5

and Utilization Penalty Under Subsection 6.11.3



After Year Two (beginning January 1, 2004), United’s compensation and the
Utilization Penalty shall be as follows:



	 	 	 
	Aggregate AARP

HealthLine Claim

Savings
	 	 
	(“Aggregate”*)

	 	Compensation to United**
	 
	 	 
	*** or more

	 	***
	 
	 	 
	*** or more but
less than ***

	 	***
	 
	 	 
	less than ***

	 	***
	 
	 	 
	Utilization Penalty

	 	Penalty to United**
	 
	 	 
	If actual utilization rate in
calendar year is less than ***
of the total number of SHIP
Medicare Supplement insureds

	 	***






* Aggregate is defined as the total AARP HealthLine Claim Savings calculated
using the Care-path methodology described in Exhibit 2.127.


** Compensation and Penalty shown are on a “per active SHIP Medicare Supplement
Insured per month” basis.




	***	 	Represents text deleted pursuant to a confidentiality treatment request
filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended.





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